Master Distribution Agreement



 Exhibit 10.1 
  
 *** Confidential treatment has been requested as to certain portions of this agreement. Such omitted confidential
information has been designated by an asterisk and has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as amended, and the Commission’s rules and
regulations promulgated under the Freedom of Information Act, pursuant to a request for confidential treatment. *** 
  
 [GRAPHIC] 
  
 A 
  
 SYSCO Corporation 
  
 Master Distribution

  
 Agreement 
  
 For 
  
 Red Robin Gourmet Burgers 
  









 Table of Contents 
  

							
	 1.
	 	 Appointment of Distiributor
	  	1
			
	 2.
	 	 Customer Service Provided by SYSCO
	  	2
				
	 	 	 2.1
	  	 Account Executive
	  	2
				
	 	 	 2.2
	  	 Item List
	  	2
			
	 3.
	 	 Delivery Service Provided by SYSCO
	  	2
			
	 4.
	 	 Information Services Provided by SYSCO
	  	2
				
	 	 	 4.1
	  	 Usage Reports
	  	2
				
	 	 	 4.2
	  	 Direct Order Entry
	  	2
				
	 	 	 4.3
	  	 Third Party Providers
	  	3
			
	 5.
	 	 Pricing
	  	3
				
	 	 	 5.1
	  	 Definition of Cost
	  	3
				
	 	 	 5.2
	  	 Merchandising Services
	  	3
				
	 	 	 5.3
	  	 Sell Price
	  	4
				
	 	 	 5.4
	  	 Customer Contract Pricing
	  	5
				
	 	 	 5.5
	  	 Substitutions
	  	5
				
	 	 	 5.6
	  	 Adjustment in Margins for Unanticipated Problems
	  	5
			
	 6.
	 	 Supplier Agreements – Administration and Handling
	  	5
				
	 	 	 6.1
	  	 Administration and Handling
	  	5
				
	 	 	 6.2
	  	 Equivalent SYSCO Branded Product
	  	5
				
	 	 	 6.3
	  	 Administrative Maintenance of Supplier Agreements
	  	6
				
	 	 	 6.4
	  	 Effectiveness of Additional Supplier Agreements
	  	6
				
	 	 	 6.5
	  	 Specifically Inventoried Proprietary Product – Effectiveness of Pricing Changes
	  	6
			
	 7.
	 	 Price Verification
	  	7
			
	 8.
	 	 Proprietary and Special Order Products
	  	7
				
	 	 	 8.1
	  	 Definition of Special Order Products
	  	7
				
	 	 	 8.2
	  	 Definition of Proprietary Products
	  	7
				
	 	 	 8.3
	  	 Stocking of Proprietary Products
	  	8
				
	 	 	 8.4
	  	 Proprietary Product and Special Order Products Requirements
	  	8
				
	 	 	 8.5
	  	 Customer Responsibility for Proprietary Products and Special Order Products
	  	8

  










							
	 9.
	 	 Credit
	  	9
				
	 	 	 9.1
	  	 Net Terms
	  	9
				
	 	 	 9.2
	  	 Set Off
	  	9
				
	 	 	 9.3
	  	 Service Charge; Collection Fees
	  	9
				
	 	 	 9.4
	  	 Applications
	  	10
				
	 	 	 9.5
	  	 Financial Information
	  	10
				
	 	 	 9.6
	  	 Delivery Stoppage
	  	10
				
	 	 	 9.7
	  	 Indemnification Against Franchisee/GPO Member Exclusion
	  	10
			
	 10.
	 	 Term
	  	11
			
	 11.
	 	 Termination
	  	11
			
	 12.
	 	 Arbitration and Waiver of Jury Trial Right
	  	12
				
	 	 	 12.1
	  	 Arbitration
	  	12
				
	 	 	 12.2
	  	 Waiver of Jury Trial Right
	  	12
			
	 13.
	 	 Perishable Agricultural Commodities
	  	12
			
	 14.
	 	 Miscellaneous
	  	13
				
	 	 	 14.1
	  	 Assignment
	  	13
				
	 	 	 14.2
	  	 Entire Agreement
	  	13
				
	 	 	 14.3
	  	 Amendments
	  	13
				
	 	 	 14.4
	  	 Notices
	  	13
				
	 	 	 14.5
	  	 Donations
	  	13

  









 MASTER DISTRIBUTION AGREEMENT 
  
 Master Distribution Agreement (this “Agreement”), dated April 20, 2004 between SYSCO CORPORATION for itself and on
behalf of those of its operating subsidiaries and/or divisions listed in Schedule 1 (collectively, “SYSCO”) and Red Robin Gourmet Burgers and each entity that owns or operates any of the establishments listed as Customer Locations on
Schedule 1 (collectively, “Customer”). 
  
 Background 
  
 A. SYSCO performs regional and national
marketing, freight management, consolidated warehousing, quality assurance and performance-based product marketing for suppliers of products to the foodservice distribution industry; 
  
 B. SYSCO performs purchasing, marketing, warehousing, quality assurance, product research and development, transportation and distribution
services for foodservice customers directly and through its operating subsidiaries and divisions (collectively, “Operating Companies” and individually, “Operating Company”); and 
  
 C. Customer owns, operates, or is a franchiser of, and/or acts as a group purchasing
organization for the establishments listed in Schedule 1 (the “Customer Locations”). 
  
 D. Customer desires to contract with SYSCO as its primary distributor for foodservice products (i.e., supplying 80% or more of such products) to all of its participating Customer Locations and SYSCO desires to perform
these services. 
  
 E. This agreement applies exclusively to SYSCO and the above
listed Customer, and the Customer Locations, all of which are owned, operated, or franchised by the Customer. In order to be governed by the terms of this Agreement, distribution services to entities that are not owned, operated, or franchised by
Customer must he pursuant to the express written consent of SYSCO. 
  
 In consideration of the mutual obligations set forth below, the parties agree as follows: 
  

	1.	Appointment of Distributor 

  
 Customer appoints SYSCO to serve as its primary distributor to the Customer Locations of foodservice products within the product categories described in
Schedule 2 (“Products”). By appointing SYSCO its “primary distributor” Customer agrees that each participating Customer Location will purchase not less than 80% of the dollar volume of such Customer Location’s purchase
requirements of Products in each Product category. 
  

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 Products will include SYSCO® brand, national brand and other products stocked by SYSCO. SYSCO® brand products include all products under trademarks or tradenames owned by SYSCO as
well as products under trademarks available exclusively to SYSCO® in foodservice distribution channels. 
  

	2.	Customer Service Provided by SYSCO 

  
 2.1 Account Executive - An account executive and/or a customer service representative will be assigned to service Customer’s account. The
account executive and/or customer service representative will maintain contact with Customer Locations, on a mutually agreed basis, to review service requirements. 
  
 2.2 Item List - SYSCO, with assistance from Customer, will prepare order guides to be used by the Customer when
placing orders. 
  

	3.	Delivery Service Provided by SYSCO 

  
 Each Operating Company will establish a delivery schedule for each Customer Location within its market area taking into consideration Customer needs and
preferences and will use reasonable, good faith efforts to make on-time deliveries. 
  

	4.	Information Services Provided By SYSCO 

  
 4.1 Usage Reports - SYSCO can provide Customer usage data selected from SYSCO’s standard report or flat file options. Standard data is made
available either on hard copy or electronically. The electronic options include EDI ANSI X.12, FTP Server, bulletin board, tape or diskette. Should it become necessary to develop customized reports in lieu of or in addition to the standard SYSCO
reports, SYSCO will use reasonable efforts to provide such reports. Customer agrees to pay for any additional costs incurred by SYSCO for the development of any customized reports. 
  
 It is SYSCO’s practice to link multiple Customer units to one (1) National Identification Reference (National I.D) for reporting
purposes. Individual units may only be linked to one National I.D. and information may be sent to only one (1) entity. 
  
 4.2 Direct Order Entry - If Customer desires electronic order entry, SYSCO will provide or an Internet order entry application utilizing a browser.
This option will enable the Customer Locations to directly place orders electronically with the servicing Operating Company. Any participating Customer Locations must provide, at their own cost, compatible hardware, Internet and network connections
in order to utilize the above software or browser application. 
  

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 4.3 Third Party Providers – Upon the Customer’s written request, SYSCO will provide to
an agent representing a Customer for the purpose of information analysis, order placement or processing, or supplier rebate application (a “Third Party Provider”) purchasing information that is normally made available to the Customer,
subject to the below listed conditions: The information will only be made available in one of SYSCO’s standard electronic formats or utilizing EDI ANSI X.12 standards. All information sent by SYSCO to an authorized Third Party Provider is for
the sole use of the Customer. Selling, utilizing, or disclosing such information to anyone other than the Customer is prohibited. Prior to providing any such information to any such Third Party Provider, SYSCO requires a Confidentially Agreement be
in place with both the Customer and the Third Party Provider. In the event SYSCO incurs additional costs as a result of Third Party Provider requirements, such costs will be charged to either the Customer or the Third Party Provider. 
  

	5.	Pricing 

  
 5.1 Definition of Cost - The price to Customer for all Products sold under this Agreement (the “Sell Price”) will be calculated on the
basis of Cost. Except for contract pricing noted in 5.4, “Cost” is defined as the cost of the Product as shown on the invoice to the delivering Operating Company, plus applicable freight. The invoice used to determine Cost will be the
invoice issued to the delivering Operating Company by the supplier or by the merchandising services department or affiliate of SYSCO Corporation. Cost is not reduced by cash discounts for prompt payment available to SYSCO or the Operating Companies.

  
 Applicable freight, in those cases where the invoice cost to
the delivering Operating Company is not a delivered cost, means a reasonable freight charge to transport a Product from the Supplier (as defined below) to the Operating Company. Freight charges may include common or contract carrier charges imposed
by the Product Supplier or a carrier, or charges billed by Alfmark, SYSCO’s freight management service. Applicable freight for any Product will not exceed the rate charged by nationally recognized carriers operating between the same points, for
the same quantity of product, and the same type of freight service. 
  
 5.2 Merchandising Services - SYSCO and its affiliates performs value-added services for suppliers of SYSCO® brand and other products over and above procurement activities typically provided. These value-added services include regional and national marketing,
freight management, consolidated warehousing, distribution, quality assurance and performance-based product marketing. SYSCO and its affiliates may recover the costs of providing these services and may also be compensated for these services and
considers this compensation to be earned income. Receipt of such cost recovery or earned income does not reduce Cost and does not diminish SYSCO’s commitment to provide competitive prices to its customers. 
  

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 5.3 Sell Price 
  
 (a) Calculation of Sell Price - The Sell Price of each Product sold under this Agreement will equal the Cost of such
Product divided by 100% minus the percentage margin on sell specified in Schedule 2 for such Product category, less allowances reflected on invoices to the delivering Operating Company which will be passed along as a reduction in the Sell Price.

  
 For Example, a Product with a Cost of $25.00 per case, a
margin on sell of 10% and a allowance on the face of the invoice of $.50 per case will have a Sell Price calculated as follows: 
  

											
	 Calculate base price from margin
	  	$25.00	  	=	  	$25.00	  	=	  	$27.78
	 	  	
	  	 	  	
	  	 	  	 
	 	  	(100%-10%)	  	 	  	90%	  	 	  	 
	 Less allowance shown the invoice
	  	 	  	 	  	 	  	 	  	(.50)
	 	  	 	  	 	  	 	  	 	  	

	 	  	Sell Price	  	 	  	 	  	 	  	$27.28
	 	  	 	  	 	  	 	  	 	  	


  
 (b) Duration of
Sell Price - Costs for all Products are recalculated with the following frequencies: 
  
 1) Time of sale pricing – price sensitive products with volatile fluctuations in pricing (e.g. produce and fresh seafood); priced at
time of invoicing to the Customer; 
  
 2) Weekly
pricing – commodity products which reflect declines and advances in Cost on a regular basis, as determined by SYSCO (e.g. most protein products) - will be in effect for seven consecutive days; 
  
 3) Monthly pricing fairly stable pricing for extended
periods (e.g. most canned products) – will be in effect to coincide with Red Robin’s fiscal monthly calendar. 
  
 Variances can occur to the Customer’s invoiced price due to starting and ending dates of Supplier Agreements, as detailed in Section 5 hereof (and the timing of when
“Cost” is determined). 
  
 (c) Time of Sell Price
Calculation - The following schedule will be used to determine when the sell price is calculated: 
  
 1) Time of Sale Pricing – day of invoicing; 
  

2) Weekly Pricing – Thursday p.m. of the prior week; 
  
 3) Monthly Pricing – 7 days prior to the start of Red Robin’s fiscal monthly calendar. 

 

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 (d) Effective Date of Sell Price – Weekly pricing will be for 7 consecutive days to be
determined by the Operating Company. Monthly pricing will coincide with Red Robin’s monthly fiscal calendar. 
  
 (c) Special Assessment Pass-Through – If, pursuant to local or state law, SYSCO is obligated to pay to applicable taxing authorities sales or
use taxes, or any business opportunity taxes, levies, or assessments with respect to its sales of Products to Customer (collectively “Special Assessments”), SYSCO shall, to the extent legally permissible, be entitled to recoup from the
Customer the amount of such Special Assessments, either through an increase in the margin on sell (or, if applicable, fee per case) or through a line item surcharge. 
  
 5.4 Customer Contract Pricing – In the event the Customer negotiates contract pricing directly with a Supplier,
such contract cost with such Supplier will be used to calculate the Customer’s Sell Price, regardless of SYSCO’s Cost. 
  
 5.5 Substitutions - Should a substitution be necessary, the delivering Operating Company will ship a comparable product at a Sell Price calculated
using the same methodology and margin percentage as on the original Product ordered. 
  
 5.6 Adjustment in Margins for Unanticipated Problems – If the operating costs of SYSCO or any particular Operating Company are increased as a direct result of a significant regional or national economic
problem, excluding fuel cost increases, SYSCO may, with advanced written notice to the Customer, add a surcharge to the Customer’s invoice to compensate for such increased costs. 
  

	6.	Supplier Agreements 

  
 6.1 Administration and Handling. Customer will provide SYSCO with written evidence of the existence of any contractual agreements it has with any
Supplier for the purchase of Products (“Supplier Agreements”), utilizing the SYSCO Supplier Detail Form (Schedule 3). Supplier Agreements include agreements for which the Supplier and Customer have agreed on off-invoice allowances for
Customer (“Supplier Off-Invoice Allowances”) or the guaranteed cost Supplier will charge distributor for Product to be resold to Customer (“Supplier Guaranteed Distributor Cost”), both FOB Plant or Delivered to Operating Company.
SYSCO will use the Supplier Guaranteed Distributor Cost (of which it has been notified appropriately) as the Cost of such Product when calculating its Sell Price, notwithstanding that the Cost of such Product to SYSCO otherwise varies. SYSCO will
provide for a Supplier Off-Invoice Allowance for a Product by deducting such allowance value after the Sell Price of such Product is calculated in accordance with Section 5.3. 
  
 6.2 Equivalent SYSCO Branded Product. In the event Supplier is an authorized supplier of SYSCO branded Product which
is the equivalent of any Products covered by a Supplier Agreement (the “Equivalent SYSCO Product”), SYSCO may provide such Equivalent 

  

 5 








 
SYSCO Product to Customer under the terms of such Supplier Agreement provided that (i) Customer has approved SYSCO branded Product for purchase, (ii)
Supplier agrees that such Supplier Agreement terms can be applied to the equivalent SYSCO branded Product; and (iii) such equivalent SYSCO branded Product is stocked by an Operating Company servicing any Customer Location, All information on SYSCO
Branded products must include Manufacturer Product Code number and SUPC number. 
  
 6.3 Administrative Maintenance of Supplier Agreements. Customer agrees that SYSCO is not responsible for inaccuracies, errors or omissions made by Supplier in connection with the billing of the pricing and
allowances under the Supplier Agreements and that Customer’s sole and exclusive remedy for any such inaccuracies, errors or omissions shall be directly with Supplier. (For example: If the terms and provisions of a New Supplier Agreement are
received by January 20th with direction to be effective as of February 1st, the effective dates of
such pricing allowances will be March 1st and Customer will look only to Supplier to resolve any issues with respect
to such pricing and/or allowances not being effective as of February 1st.) 
  
 6.4 Effectiveness of Additional Supplier Agreements. For any Supplier
Agreements which are either (i) not listed on Schedule 3 or (ii) the terms of which change from what is listed on Schedule 3 (“New Supplier Agreements”), SYSCO must be notified in writing no later than the tenth (10th) day of any month for the pricing or allowances programs or modification to existing programs to be effective as of the first
day of the following month. (Fur example: Written notification of a New Supplier Agreement received on January 20th will not become effective until March 1st.) Furthermore, in the
event any documentation regarding the specifics of any New Supplier Agreement is incomplete, while SYSCO will make every reasonable effort to secure such necessary documentation to implement the terms and provisions of such New Supplier Agreement,
if such additional documentation is not received by the tenth of any month, the effectiveness of the pricing and allowance terms thereof shall be delayed until the first day of the second month following receipt of such documentation. 
  
 6.5 Specifically Inventoried Proprietary Product – Effectiveness of
Pricing Changes. For Proprietary Products which are specifically inventoried for Customer pursuant to the terms of a Supplier Agreement, Customer agrees that any changes in the Supplier Guaranteed Distributor Cost will not be effective until
such time as SYSCO revalues its inventory of such Proprietary Product in accordance with its normal and customary inventory valuation procedures, unless Supplier allows SYSCO to bill back Supplier for such pricing and allowance modifications on its
existing inventory at the time of such changes, in which event the pricing to Customer shall change upon the effective date of the New Supplier Agreement. 
  

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	7.	Price Verification 

  
 Customer will be allowed one (1) annual price verification at each delivering Operating Company for purchases made under this Agreement. The price
verification will consist of reviewing computer reports documenting SYSCO’s calculation of the Customer’s invoice price and verification of the participating SYSCO Operating Company’s delivered Cost. If requested, applicable Supplier
invoices and accompanying freight invoices will also be made available. Price verification adjustments, if applicable, will be made utilizing the net of undercharges and overcharges to the Customer. The price verification process is subject to the
following: 
  

	 	a.	Customer must request a price verification in writing at least twenty (20) business days prior to the suggested date of the price verification. This request must identify the thirty
(30) items to be price verified and the period covered; 

  

	 	b.	The date and time of price verification must be to the mutual agreement of both parties; 

  

	 	c.	The price verification will be made at the delivering Operating Company’s location, 

  

	 	d.	Support for the price verification may not be removed from the delivering Operating Company location; 

  

	 	e.	The period for which pricing is to be verified will not begin more than three (3) months prior to the date of the price verification, and will cover only one pricing period.


  
 Due to the extensive time and complexity
associated with price verification, SYSCO will not permit computer generated price matching or electronic audits by or on behalf of Customers or any Third Party Provider to be used in lieu of the above price verification procedure. 
  

	8.	Proprietary and Special Order Products 

  
 8.1 Definition of Special Order Products – Special Order Products are defined as products not inventoried by the SYSCO Operating Company
whereby the Customer requests the Operating Company to purchase said products on the Customer’s behalf. Special order products are not brought into inventory as stocked products. 
  
 8.2 Definition of Proprietary Products – Proprietary Products are defined as products bearing the customers name
or logo or products with a unique formulation which are restricted for sale to one Customer, or national branded products that would otherwise not be inventoried except for the requirements of the Customer. Products that are produced for SYSCO under
the Sysco Brand will be considered Proprietary Products when the Customer designates the product must be procured from a specific supplier. 
  

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 Due to the highly perishable nature of fresh produce, SYSCO will not honor proprietary status on any fresh produce item.

  
 8.3 Stocking of Proprietary Products – Sysco
operating companies will stock product deemed necessary by the Customer to conduct their business successfully. However, Customer completely understands that sufficient movement is required to stock proprietary items. Customer also agrees to take
responsibility for depleting excess proprietary inventory as well as any proprietary items with no movement in a timely basis. 
  
 Sysco operating companies will stock 21 days of inventory on all proprietary items. 
  
 8.4 Proprietary Product and Special Order Products Requirements – Proprietary Products and Special Order
Products for the Customer must meet the following requirements: 
  
 a) Suppliers of Proprietary Products and Special Order Products must provide SYSCO with a satisfactory indemnity agreement and sufficient insurance coverage; 
  
 b) Proprietary Products and Special Order Products must have
a valid UPC number assigned and a scanable UPC bar code on each sellable unit; 
  
 c) SYSCO utilizes several third party warehouses throughout the nation for the purpose of efficiently redistributing products
(“Redistribution Warehouses”). Any Products placed into the Redistribution Warehouses must be inventoried on a consigned basis; by either the Supplier or the Customer. 
  
 8.5 Customer Responsibility for Proprietary Products and Special Order Products 
  
 a) Hold Harmless – In the event
any supplier of Proprietary Products or Special Order Products does not provide the required indemnity, Customer will defend, indemnify and hold harmless SYSCO and its employees, officers and directors from all actions, claims and proceedings, and
any judgments, damages and expenses resulting therefrom, brought by any person or entity for injury, illness and/or death or for damage to property in either case arising out of the delivery, sale, resale, use or consumption of any such Proprietary
Product or Special Order Product, except to the extent such claims are caused by the negligence of SYSCO, its agents or employees. 
  
 b) Minimal Movement Requirements – In the event SYSCO, at the request of the Customer, inventories Proprietary
Products or Special Order Products (including without limitation, Products featured by Customer for a limited time period) at either any Operating Companies or at any Redistribution Warehouse, and there is no Product movement within 30 days of
delivery to such location, Customer agrees to cause such Products to be repurchased and if desired, take possession of all such Product within 14 days following written notification from 

  

 8 








 
SYSCO, 7 days, for Perishable Products. Products repurchased will he at SYSCO’s Cost plus a reasonable transfer and warehouse handling charge not to
exceed 10% of the Products Cost. Payment terms for returned product will be the same as established in Section 9.1. 
  
 c) Food Safety and Ground Beef – Food safety is of paramount importance to SYSCO, Customer mid the ultimate
consumer. To that end, SYSCO has developed a set of stringent standards for the production and packaging of ground beef (the “SYSCO Ground Beef Safety Standards”). In order to adequately protect SYSCO and Customer from potential food
safety issues relating to the production and packaging of ground beef and the ultimate consumer, SYSCO shall not be obligated to utilize any Supplier of ground beef which does not meet the SYSCO Ground Beef Safety Standards, whether or not the
ground beef supplied by such supplier has been designated by Customer as a Proprietary Product or Special Order Product. 
  
 d) Inventory Disposition – In the event of termination or expiration of this Agreement, Customer will
purchase, or cause a third party to purchase, all remaining Proprietary Products and Special Order Products in SYSCO’s inventory at SYSCO’s Cost of such Proprietary Products or Special Order Products. In such an event, Customer will
purchase or cause to he purchased all perishable Proprietary Products and Special Order Products within seven (7) days of the termination of this Agreement and all frozen and dry Proprietary Products and Special Order Products within fifteen (15)
days of the termination of this Agreement, and Customer hereby guarantees payment for such Product purchased by a designated third party. 
  

	9.	Credit 

  
 9.1 Net Terms - Payment is due within 28 days from the date of the invoice. 
  
 SYSCO reserves the right to modify payment terms for Customer or any company or entity which purchases Products under this
Agreement as a franchisee or member of a group purchasing organization, in SYSCO’s sole judgment, if any such entity’s financial condition materially deteriorates or SYSCO becomes aware of circumstances that may materially and adversely
impact such entity’s ability to meet its financial obligations when due. 
  
 Franchisee Customers which are franchisees or members of group purchasing organizations will normally be offered the standard credit terms offered hereunder. However, at the sole discretion of the servicing SYSCO
Operating Company and based on the credit worthiness of the individual Customer Location (or the entity which owns or operates such Customer Location), terms other than that stated in this Agreement may be applied. 
  
 9.2 Set Off – SYSCO’s rights of set off and recoupment are
recognized by Customer and preserved in all respects. 
  
 9.3
Service Charge; Collection Fees - If invoices arc not paid when due, a service charge will be assessed to Customer, up to the maximum amount permitted by law. Unpaid 

  

 9 








 
invoice balances and service charges due to SYSCO will be deducted from any credits due to Customer. Customer shall pay all costs and expenses (including
reasonable attorney’s fees) SYSCO incurs in enforcing its rights under this Agreement including, without limitation, its right to payment for Product sold to Customer. 
  
 9.4 Applications - Customer (and each Customer franchisee and member of Customer’s group purchasing
organization) will complete, execute and be approved by SYSCO a new account form before this Agreement becomes binding upon SYSCO. 
  
 9.5 Financial Information - The continuing creditworthiness of Customer is of central importance to SYSCO. In order to enable SYSCO to monitor
Customer’s financial condition and if requested by SYSCO, Customer will supply quarterly and annual financial statements to SYSCO consisting of an income statement, balance sheet and statement of cash flow. SYSCO may request such further
financial information from Customer from time to time, sufficient, in SYSCO’s judgment, to enable SYSCO to accurately assess Customer’s financial condition. 
  
 9.6 Delivery Stoppage - In the event Customer, or any company or entity which purchases Products under this Agreement
as a Customer franchisee or a member of Customer’s group purchasing organization, fails to make payment when due, SYSCO or any participating Operating Company to which such payment is due may immediately cease shipment of any Products to
Customer or other participating entity until the outstanding receivable balance is fully within terms. 
  
 9.7 Indemnification Against Franchisee/GPO Member Exclusion - If Customer is a franchisor and/or group purchasing organization (“GPO”)
and permits distribution under this Agreement to franchisees and/or GPO Members of Customer, and if for any reason Customer (i) directs SYSCO to cease distribution or sales of proprietary items bearing trademarks or trade dress owned by Customer to
one or more of such franchisees or GPO members, or (ii) prohibits such terminated franchisees or GPO Member from participating in the purchasing program detailed hereunder, Customer will defend, indemnify and hold SYSCO harmless from and against any
and all losses, damages or claims by any terminated franchisees or GPO members which may arise from SYSCO ceasing further sales and/or availability of the purchasing program hereunder to such franchisees or GPO members under this Agreement.

  

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	10.	Term 

  
 The term of this Agreement will begin on July 1, 2004, and will end at 5:00 p.m. Houston time on June 30,2007. 
  

	11.	Termination 

  
 This Agreement may be terminated prior to its ending date for the following: 
  
 (a) By either party for failure of the other party to comply with any material provision of this Agreement within sixty (60)
days of such party’s receipt of written notice describing said failure; 
  
 (b) By SYSCO immediately upon written notice to Customer if Customer’s financial position deteriorates materially, determined by SYSCO in its sole judgment; or SYSCO becomes aware of any circumstances that, in
SYSCO’s sole judgment, materially impacts Customer’s ability to meet its financial obligation when due; 
  
 (c) By SYSCO with respect to any Customer franchisee or a member of Customer’s group purchasing organization, immediately upon written notice to such
entity if its financial position deteriorates materially, determined by SYSCO in its sole judgment; or SYSCO becomes aware of any circumstances that, in SYSCO’s sole judgment, materially impacts such entity’s ability to meet its financial
obligations when due; 
  
 (d) By SYSCO, if Customer (or any
Customer franchisee or member of Customer’s group purchasing organization) fails to meet its stated operational representations set out in Schedule 4. The margin schedule submitted is based on the Customer’s operational representations
concerning its service needs as stated in Schedule 2 including, but not limited to its anticipated purchase volumes, drop sizes, Product mix, location of Customer Locations, number of deliveries, information services/technology requirements, and
number of Proprietary Products and Special Order Products as well as Customer’s compliance with the payment and other obligations specified in this Agreement. If SYSCO determines at any time or times after ninety (90) days from the date of this
Agreement that Customer (or any Customer franchisee or member of Customer’s group purchasing organization) requires service which varies materially from the levels contemplated in Customer’s representations made to SYSCO in negotiating
this Agreement, SYSCO reserves the right to request an increase on the margin specified. SYSCO shall give written notice to Customer (or any Customer franchisee or member of Customer’s group purchasing organization) of the proposed increase in
the margin. If the parties are unable to agree on such an increase within 30 days after the date of the notice of such increase and Customer’s (or any Customer franchisee or member of Customer’s group purchasing organization) service
requirements and/or contract compliance continues to vary from that contemplated or required by this Agreement, SYSCO may terminate this Agreement on 

  

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thirty (30) days written notice to Customer (or any Customer franchisee or member of Customer’s group purchasing organization). 
  
 Upon termination, Customer (or any Customer franchisee or member of
Customer’s group purchasing organization) agrees to fully comply with all of its obligations under this Agreement, including, without limitation to pay all invoices at the earlier of 1) the time they are due or 2) two weeks from the date of the
last shipment to a Customer Location. 
  

	12.	Arbitration and Waiver of Jury Trial Right 

  
 12.1 Arbitration - All actions, disputes, claims or controversy of any kind now existing or hereafter arising between the parties to this
Agreement, including, but not limited to any action, dispute, claim or controversy arising out of this Agreement or the delivery by SYSCO of any Products to Customer (a “Dispute”) shall be resolved by binding arbitration in Houston, in
accordance with the Commercial Arbitration Rules of the American Arbitration Association and, to the maximum extent applicable, the Federal Arbitration Act. Arbitrations shall be conducted before one arbitrator mutually agreeable to Customer and
SYSCO. If the parties cannot agree on an arbitrator within thirty (30) days after the request for an arbitration, then each party will select an arbitrator and the two arbitrators will select upon a third. judgment of any award rendered by an
arbitrator may be entered in any court having jurisdiction. All fees of the arbitrator and other costs and expenses of the arbitration shall be paid by SYSCO and Customer equally unless otherwise awarded by the arbitrator; provided, however, that
the non-prevailing party in an arbitration shall pay all reasonable attorneys’ fees and expenses incurred by the prevailing party in connection with the Dispute and the arbitration. 
  
 12.2 Waiver of Jury Trial Right - Customer affirmatively waives its right to jury trial with respect to any disputes,
claims or controversies of any kind whatsoever; Customer having submitted to arbitration any of such disputes, claims or controversies as set out above. 
  

	13.	Perishable Agricultural Commodities 

  
 This Agreement may cover sales of “perishable agricultural commodities” as those terms arc defined by federal law. Generally, all fresh and
frozen fruits and vegetables which have not been processed beyond cutting, combining, and/or steam blanching are considered perishable agricultural commodities as arc oil blanched french fried potato products. All perishable agricultural commodities
sold under this Agreement are sold subject to the statutory trust authorized by Section 5(c) of the Perishable Agricultural Commodities Act, 1930 (7 U.S.C. 499e(c)). The seller of these commodities retains a trust claim over these commodities and
all inventories of food or other products derived from these commodities until full payment is received. 
  

 12 









	14.	Miscellaneous 

  
 14.1 Assignment - Neither party may assign this Agreement without the prior written consent of the other party provided that SYSCO may utilize its
Operating Companies to perform as indicated in this Agreement. Subject to this limitation, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of each of the parties. 
  
 14.2 Entire Agreement - The parties expressly acknowledge that this
Agreement contains the entire agreement of the parties with respect to the relationship specified in this Agreement and supersedes any prior arrangements or understandings between the parties with respect to such relationship. 
  
 14.3 Amendments - This Agreement may only be amended by a written
document signed by each of the parties. 
  
 14.4 Notices -
Any written notice called for in this Agreement may be given by personal delivery, certified mail, overnight delivery service or confirmed facsimile transmission. Notices given by personal delivery will be effective on delivery; by overnight service
on the next business day; by first class mail five business days after mailing; and by facsimile when an answer back confirming receipt by the recipient’s facsimile machine is received. The address of each party is set forth below. 

 
 14.5 Donations - Due to the extreme competitiveness of this
contract, SYSCO will be unable to offer donations in either free goods, cash, or use of SYSCO owned equipment. 
  

 13 








 Executed as of the date set forth at the beginning of this Agreement. 
  

									
	 	 	 	 	 SYSCO CORPORATION

				
	 20701 E. Currier Road
	 	 	 	 By:
	 	 /s/ Debbie Martin

	 Walnut, California 91789
	 	 	 	 	 	 Debbie Martin

	 Attention:
	 	 Debbie Martin,
	 	 	 	 	 	 Regional Vice President, Multi Unit Sales

	 Regional V.P Multi-Unit Sales
	 	 	 	 	 	 
	 Telephone:
	 	 (909) 598-7883
	 	 	 	 Its:
	 	 May 5, 2004

	 Facsimile:
	 	 (909) 594-0565
	 	 	 	 	 	 
			
	 Copy to:
	 	 	 	 
			
	 SYSCO Corporation
	 	 	 	 
	 1390 Enclave Parkway
	 	 	 	 
	 Houston, Texas 77077-2099
	 	 	 	 
	 Attention:
	 	 Operations Review
	 	 	 	 
	 Telephone:
	 	 (281) 584-1390
	 	 	 	 
	 Facsimile:
	 	 (281) 584-1744
	 	 	 	 
	 	 	 	 	 RED ROBIN GOURMET BURGERS

				
	 6312 South Fiddlers Green Circle
	 	 	 	 By:
	 	 /s/ Ray Masters

	 Suite 200N
	 	 	 	 	 	 Ray Masters

	 Greenwood Village, CO 80111
	 	 	 	 	 	 Vice President of Purchasing

	 Attention:
	 	 Ray Masters
	 	 	 	 	 	 
	 	 	 V.P. of Purchasing
	 	 	 	 Its:
	 	 
	 Telephone:
	 	 (303) 846-6029
	 	 	 	 	 	 
	 Facsimile:
	 	 (303) 846-6044
	 	 	 	 	 	 

  

 14 








 MASTER DISTRIBUTION AGREEMENT 
  
 Schedule Index 
  

			
	Schedule 1	  	Operating Companies and Participating Customer Locations as of Contract Date
		
	Schedule 2	  	Customer Margin Schedule
		
	Schedule 3	  	SYSCO Supplier Detail Form
		
	Schedule 4	  	Customer Representations
		
	Schedule 5	  	Customer Incentive Programs

  

 15 








 SCHEDULE 1 
 TO 
 MASTER DISTRIBUTION AGREEMENT 
  
 Operating Companies and Participating Customer Locations 
 as of Contract Date 
  

 16 








 Red Robin Gourmet Burgers 2004 Listing 
  

																							
	 	  	Rest

	  	 Name

	  	 Address

	  	 City

	  	 ST

	  	ZIP

	  	Telephone

	  	FAX

	  	 OWNER

	  	NEW REST.
OPENING

	  	DATE


	 SYSCO Albany 25
 One Liebich Lane
 Halfmoon, NY 12065
 (618) 877-3200
	  	174	  	Manchester	  	360 Buckland Hills Drive	  	Manchester	  	CT	  	06040	  	 	  	 	  	Round Robin	  	*	  	03/06/04
	  	318	  	 	  	 	  	Clifton Park	  	NY	  	 	  	 	  	 	  	Swan Concepts	  	*	  	05/03/04
	  	434	  	Middletown	  	Crystal Run Crossing	  	Middletown	  	NY	  	 	  	 	  	 	  	Deer Woods	  	*	  	06/07/04
	  	NA	  	 	  	 	  	Latham	  	NY	  	 	  	 	  	 	  	Swan Concepts	  	*	  	09/01/04
	 	  	NA	  	 	  	 	  	Enfield	  	CT	  	 	  	 	  	 	  	Round Robin	  	*	  	09/05/04
	 	  	 	  	Distributor to be determined	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
												
	 SYSCO Albuquerque 66
 601 Comanche Northest
 Albuquerque NM 87107
 (505) 761-1200
	  	222	  	Cottonwood Mall	  	10009 Coors Blvd	  	Albuquerque	  	NM	  	67114	  	505-899-2802	  	505-699-1647	  	Mach Robin	  	 	  	 
	  	225	  	Century Rio	  	5531 Office Blvd NE	  	Albuquerque	  	NM	  	67114	  	505-345-9115	  	505-345-3603	  	Mach Robin	  	 	  	 
	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
												
	 SYSCO Arizona 49
 611 South 80th Avenue
 Tolleson, AZ 85353
 (623) 936-9920
	  	067	  	Prescott	  	3055 Gateway Blvd	  	Prescott	  	AZ	  	66303	  	928-445-4677	  	928-445-7969	  	Company	  	 	  	 
	  	080	  	Arrowhead	  	16233 N83rd Avenue	  	Peoria	  	AZ	  	85382	  	623-334-4500	  	623-334-1363	  	Company	  	 	  	 
	  	084	  	Chandler Gateway	  	3420 Chandler Blvd	  	W Chandler	  	AZ	  	85226	  	480-814-7766	  	480-814-0035	  	Company	  	 	  	 
	  	115	  	Pima/Shea	  	8970 East Shea Blvd	  	Scottsdale	  	AZ	  	85250	  	480-861-7114	  	480-861-7466	  	Company	  	 	  	 
	 	  	358	  	Stapley Mkt. Pl	  	1636 South Stapley Drive	  	Mesa	  	AZ	  	85204	  	480-892-7526	  	480-892-0713	  	Company	  	 	  	 
	 	  	301	  	Tucson	  	4500 N. Oracle Road	  	Tucson	  	AZ	  	85705	  	520-292-0588	  	520-888-8602	  	Tucson Robinhood, Inc.	  	 	  	 
	 	  	303	  	Tempe	  	1975 W. Elliott	  	Tempe	  	AZ	  	85284	  	602-740-9900	  	502-940-9275	  	Tucson Robinhood, Inc.	  	 	  	 
	 	  	309	  	Lake Havasu	  	70 Swanson Blvd	  	Lake Havasu City	  	AZ	  	86403	  	520-855-8555	  	520-855-5455	  	Arizona Food Line, Inc.	  	 	  	 
	 	  	125	  	Gateway Pavillions	  	10240 W McDowell Road	  	Avendale	  	AZ	  	85323	  	 	  	 	  	Company	  	*	  	03/08/04
	 	  	122	  	Scottsdale 101	  	7000 E Mayo Blvd # 3	  	Phoenix	  	AZ	  	85054	  	480-513-4220	  	480-513-4227	  	Company	  	*	  	03/08/04
	 	  	417	  	Supers lit on Springs	  	6632 E Superstition Springs Blvd	  	Superstition Springs	  	AZ	  	85206	  	 	  	 	  	Company	  	*	  	07/12/04
												
	 SYSCO Baraboo 18
 910 South Boulevard
 Baraboo, WI 53913-2793
 (606) 356-8711
	  	396	  	Moncha	  	6522 Monona Road	  	Monona	  	Wl	  	53716	  	608-223-1390	  	608-233-1391	  	Dane County Robins	  	 	  	 
	  	397	  	Appleton	  	N109 Stoneybrook	  	Appleton	  	Wl	  	54915	  	920-733-8750	  	920-733-6950	  	Dane County Robins	  	 	  	 
	  	630	  	Eagan	  	1230 Town Centre Dr	  	Eagan	  	MN	  	55122	  	651-365-8600	  	551-365-8700	  	Dane County Robins	  	 	  	 
	  	631	  	Apple Valley	  	15560 Cedar Ave	  	Apple Valley	  	MN	  	55124	  	952-997-8250	  	952-431-3479	  	Dane County Robins	  	 	  	 
	 	  	640	  	Plymouth	  	2669 Campus Drive	  	Plymouth	  	MN	  	55441	  	763-559-7576	  	 	  	Dane County Robins	  	 	  	 
	 	  	398	  	Janesville	  	2430 Humes Road	  	Janesville	  	WI	  	53446	  	 	  	 	  	Dane County Robins	  	*	  	03/15/04
	 	  	NA	  	 	  	 	  	Shoreview	  	MN	  	 	  	 	  	 	  	Dane County Robins	  	*	  	08/23/04
	 	  	NA	  	 	  	 	  	Green Bay	  	WI	  	 	  	 	  	 	  	Dane County Robins	  	*	  	09/15/04
	 	  	NA	  	East Towne	  	 	  	Madison	  	WI	  	 	  	 	  	 	  	Dane County Robins	  	*	  	09/27/04
												
	 SYSCO Central CA &
 136 Marlposa Road
 Modesto, CA 95354
 (209) 527-7700
	  	49	  	Creekside Tn Ctr	  	1208 Galleria, Suite # 170	  	Roseville	  	CA	  	95678	  	916-780-1798	  	916-780-1525	  	Company	  	 	  	 
	  	70	  	Redding	  	1035 Dana Drive	  	Redding	  	CA	  	96093	  	530-222-5999	  	530-222-8161	  	Company	  	 	  	 
	  	78	  	Yuba City	  	1200 Colusa Ave	  	Yuba City	  	CA	  	95991	  	530-751-1012	  	530-751-1121	  	Company	  	 	  	 
	  	_2	  	Folsum	  	1011 Riley Street	  	Folsum	  	CA	  	95630	  	916-983-1773	  	916-983-1373	  	Company	  	 	  	 
	 	  	90	  	Citrus Heights	  	7990 Greenback Lane, Unit J	  	Citrus Heights	  	CA	  	95610	  	916-726-7792	  	916-726-7770	  	Company	  	 	  	 
	 	  	354	  	Solana Mall	  	1350 Travis Blvd, Suite 1532-A	  	Fairfield	  	CA	  	94533	  	707-429-_003	  	707-429-4525	  	Company	  	 	  	 
	 	  	191	  	New Park Mall	  	1031 New Park Mall	  	Newark	  	CA	  	94580	  	510-791-2844	  	510-791-3388	  	Company	  	 	  	 
	 	  	192	  	Sun Valley Mall	  	404-A Sun Valley Mall	  	Concord	  	CA	  	94520	  	510-571-9315	  	510-571-0769	  	Company	  	 	  	 
	 	  	193	  	San Bruno	  	1274 El Camino Real	  	San Bruno	  	CA	  	94066	  	415-588-4500	  	415-588-4984	  	Company	  	 	  	 
	 	  	194	  	Eastridge	  	398 Eastridge Mall A-10	  	San Jose	  	CA	  	95122	  	406-223-1000	  	408-223-1013	  	Company	  	 	  	 
	 	  	195	  	Pleasanton	  	4503 Rosewood Drive	  	Pleasanton	  	CA	  	94588	  	925-225-1755	  	925-224-8033	  	Company	  	 	  	 
	 	  	196	  	San Mateo	  	2204 Bridgepointe Pkwy	  	San Mateo	  	CA	  	94402	  	650-571-5500	  	650-570-2854	  	Company	  	 	  	 
	 	  	102	  	Santa Clara	  	3906 Rivermark Plaza	  	Santa Clara	  	CA	  	95054	  	406-855-0630	  	 	  	Company	  	 	  	 
	 	  	237	  	Coalinga	  	Interstate 5 & 198	  	Coalinga	  	CA	  	93210	  	209-935-2096	  	209-935-5156	  	Top Robin Ventures, Inc.	  	 	  	 
	 	  	239	  	Clovis	  	950 Shaw Ave	  	Clovis	  	CA	  	93612	  	559-299-4500	  	559-299-3467	  	Top Robin Ventures, Inc.	  	 	  	 
	 	  	240	  	Manchester Center	  	1901 E. Shields # 110	  	Fresno	  	CA	  	92736	  	209-222-4500	  	208-222-4633	  	Top Robin Ventures, Inc.	  	 	  	 
	 	  	244	  	Bakersfield	  	2701 Ming Ave #Q15	  	Bakersfield	  	CA	  	93304	  	805-398-9794	  	805-398-3136	  	Top Robin Ventures, Inc.	  	 	  	 
	 	  	245	  	Visalia	  	2015 S. Mooney Blvd #505	  	Visalia	  	CA	  	93277	  	209-740-4060	  	209-740-4067	  	Top Robin Ventures, Inc.	  	 	  	 
	 	  	401	  	Reno	  	4000 Kietzke Lane	  	Reno	  	NV	  	89502	  	702-825-7246	  	702-825-6827	  	Mach Robin	  	 	  	 
	 	  	249	  	Universal Park	  	7675 Norris Blackstone Ave	  	Fresno	  	CA	  	93720	  	559-436-4200	  	 	  	Top Robin Ventures, Inc.	  	 	  	 
	 	  	396	  	Turlock	  	2901 Monte Vista Drive	  	Turlock	  	CA	  	95380	  	 	  	 	  	Company	  	*	  	06/21/04

  

 Page 1 








 Red Robin Gourmet Burgers 2004 Listing 
  

																							
	 	  	Rest

	  	 Name

	  	 Address

	  	 City

	  	 ST

	  	ZIP

	  	Telephone

	  	FAX

	 	 OWNER

	  	NEW
REST.
OPENING

	  	DATE


	 SYSCO Charlotte 84
 4500 Corporate Drive N.W.
 Concord, NC 28027
 (704) 786-4500
	  	124	  	Wilmington	  	906 International Drive	  	Wilmington	  	NC	  	28405	  	910-256-2677	  	910-256-0331	 	Company	  	*	  	03/22/04
	  	306	  	Alexander Place	  	7860 Alexander Promenade	  	Raleigh	  	NC	  	27617	  	 	  	 	 	Company	  	*	  	08/02/04
	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	 	 	  	 	  	 
	 SYSCO Chicago 24
 250 Weiboldt Drive
 Des Plaines, IL 80016-3192
 (847) 699-5400
	  	224	  	Woodfield Mall	  	120 K Woodfield Mall	  	Schaumburg	  	IL	  	60173	  	847-517-4478	  	847-517-4481	 	Mach Robin LLC	  	 	  	 
	  	226	  	Cantera	  	28260 Diehl Road	  	Warrenville	  	IL	  	60556	  	630-636-6870	  	630-836-8871	 	Mach Robin LLC	  	 	  	 
	  	228	  	Wheaton	  	51 Town Square	  	Wheaton	  	IL	  	60187	  	630-784-9055	  	630-784-)057	 	Mach Robin LLC	  	 	  	 
	  	344	  	Linconshire	  	296 Parkway Drive	  	Linconshire	  	IL	  	60069	  	847-520-4747	  	847-520-9797	 	Mach Robin LLC	  	 	  	 
	 	  	218	  	Algonquin	  	441 S Randall Road	  	Algonquin	  	IL	  	60102	  	847-458-6655	  	847-458-6570	 	Mach Robin LLC	  	 	  	 
	 	  	648	  	Schereville	  	1420 Suazeo Drive	  	Schereville	  	IN	  	46373	  	 	  	 	 	Red’s Nest, Inc.	  	*	  	02/23/04
	 SYSCO Cleveland 15
 22801 Aurora Road
 Bedford Heights, OH 44146
 (216) 587-1275
	  	431	  	Easton Market	  	3977 Morse Crossing	  	Columbus	  	OH	  	43219	  	614-475-5200	  	614-475-6159	 	Company	  	 	  	 
	  	104	  	North Olmstead	  	4949 Great Northern Blvd	  	North Olmstead	  	OH	  	44070	  	216-734-6070	  	206-734-6579	 	Company	  	 	  	 
	  	604	  	Wilougby	  	36585 Euclid Avenue	  	Wilougby	  	OH	  	44094	  	440-502-9766	  	440-602-9763	 	Company	  	 	  	 
	  	601	  	Canton	  	6522 Strip Avenue NW	  	Canton	  	OH	  	44720	  	330-305-1080	  	330-305-1781	 	Company	  	 	  	 
	 	  	352	  	Glenbrook	  	4201 Cold Water Creek	  	Ft. Wayne	  	IN	  	46805	  	219-484-9883	  	219-373-2886	 	Company	  	 	  	 
	 	  	97	  	Milford	  	45 Rivers Edge Dr	  	Milford	  	OH	  	45150	  	513-965-0500	  	513-965-0800	 	Company	  	 	  	 
	 	  	98	  	Avon	  	35858 Detroit Road	  	Avon	  	OH	  	44011	  	440-937-0260	  	440-937-0263	 	Company	  	 	  	 
	 	  	121	  	Westchester	  	9434 Civic Center Blvd	  	Westchester	  	OH	  	45069	  	513-759-6532	  	513-759-6920	 	Company	  	 	  	 
	 	  	198	  	Beaver Creek	  	2671 Fairfield Commons	  	Beaver Creek	  	OH	  	45431	  	937-320-9800	  	937-320-1837	 	Company	  	*	  	03/15/04
	 	  	234	  	Rome	  	1865 Hillard Rome Road	  	Rome/Hillard	  	OH	  	43026	  	 	  	 	 	Company	  	*	  	07/05/04
	 	  	199	  	Chargrin Highlands	  	4009 Orange Place	  	Orange Village	  	OH	  	44022	  	 	  	 	 	Company	  	*	  	09/20/04
	 Nobel/SYSCO Denver 59
 1101 West 48th Avenue
 Denver, CO 80221
 (303) 458-4000
	  	15	  	Broadmoor	  	2230 Southgate Rd	  	Colorado Springs	  	CO	  	80906	  	719-447-8810	  	719-447-8511	 	Company	  	 	  	 
	  	20	  	Flatirons	  	1 West Flatirons Circle #504	  	Broomfield	  	CO	  	80021	  	303-464-0451	  	303-410-7073	 	Company	  	 	  	 
	  	48	  	Crown Point	  	9130 Crown Crest Blvd	  	Parker	  	CO	  	80138	  	303-840-1200	  	303-840-7905	 	Company	  	 	  	 
	  	203	  	Lakewood	  	3333 S Wadsworth #8	  	Lakewood	  	CO	  	80227	  	303-989-8448	  	303-960-8094	 	Company	  	 	  	 
	 	  	204	  	Arvada	  	7460 W. 52nd Ave	  	Arvada	  	CO	  	80002	  	303-431-6330	  	303-431-6544	 	Company	  	 	  	 
	 	  	205	  	Citadel	  	3680 Citadel Drive N.	  	Colorado Springs	  	CO	  	80919	  	719-597-2473	  	719-597-2773	 	Company	  	 	  	 
	 	  	206	  	Arapahoe	  	8585 E. Arapahoe Road	  	Englewood	  	CO	  	80111	  	303-771-3350	  	303-771-2117	 	Company	  	 	  	 
	 	  	207	  	Chapel Hills	  	1410 Jamboree Drive	  	Colorado Springs	  	CO	  	80919	  	719-597-2473	  	719-598-2156	 	Company	  	 	  	 
	 	  	208	  	Havana	  	1491 South Havana	  	Aurora	  	CO	  	80012	  	303-671-7055	  	303-671-8331	 	Company	  	 	  	 
	 	  	209	  	Fort Collins	  	701 E. Harmony Road	  	Fort Collins	  	CO	  	60252	  	970-223-0111	  	970-223-4755	 	Company	  	 	  	 
	 	  	210	  	Bowles	  	7708 West Long Drive	  	Littleton	  	CO	  	80123	  	303-904-2055	  	303-904-2867	 	Company	  	 	  	 
	 	  	211	  	Highlands	  	63 West Centennial Blvd	  	Highlands Ranch	  	CO	  	80126	  	303-470-7480	  	303-470-6863	 	Company	  	 	  	 
	 	  	212	  	Park Meadows	  	8355 So. Park Meadows Dr.	  	Littleton	  	CO	  	80124	  	303-792-7373	  	303-792-7358	 	Company	  	 	  	 
	 	  	218	  	Boulder	  	2590 Arapahoe Ave	  	Boulder	  	CO	  	80302	  	303-442-0320	  	303-442-2591	 	Company	  	 	  	 
	 	  	62	  	Powers	  	3770 Bloomington Street	  	Colorado Springs	  	CO	  	80922	  	719-622-8157	  	719-622-8160	 	Company	  	 	  	 
	 	  	118	  	Grand Junction	  	2530 Rimrock Avenue	  	Grand Junction	  	CO	  	81505	  	970-242-4101	  	 	 	Company	  	 	  	 
	 	  	96	  	Castle Rock	  	46 E Allen Street	  	Castle Rock	  	CO	  	80108	  	303-686-7676	  	303-688-7688	 	Company	  	 	  	 
	 	  	68	  	Longmont	  	2331 Clover Basin Drive	  	Longmont	  	CO	  	80501	  	720-652-9229	  	720-652-9286	 	Company	  	*	  	03/08/04
	 	  	219	  	Greeley	  	4514 Centerplace Drive	  	Greeley	  	CO	  	80634	  	 	  	 	 	Company	  	*	  	04/05/04
	 SYSCO Idaho 40
 5710 Pan Am Avenue
 Boise, ID 83705
 (208) 345-9500
	  	202	  	Park Center	  	211 W. Parkcenter Blvd	  	Boise	  	ID	  	83705	  	208-344-7472	  	208-344-9687	 	Mach Robin	  	 	  	 
	  	220	  	Westpark	  	267 N. Milwaukee	  	Boise	  	ID	  	83704	  	208-323-0023	  	208-323-1367	 	Mach Robin	  	 	  	 
	  	221	  	Nampa	  	2222 Cassia Rd	  	Nampa	  	ID	  	83686	  	208-463-8300	  	208-463-0289	 	Mach Robin	  	 	  	 
	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	 	 	  	 	  	 
												
	 SVSCO Lankford 10
 33238 Costen Road
 Pocomoke, MD 21851-0477
 (410) 957-1241
	  	23	  	Dulles	  	21045 Dulles Town Center	  	Sterling	  	VA	  	21066	  	703-421-0038	  	703-421-0508	 	Company	  	 	  	 
	  	28	  	Annapolis	  	2001 Annapolis Mall #201	  	Annapolis	  	MD	  	21401	  	410-573-1155	  	410-473-0280	 	Company	  	 	  	 
	  	29	  	Lake Forest	  	701 Russell Ave. F241	  	Gaithersburg	  	MD	  	20877	  	240-631-8777	  	240-631-8780	 	Company	  	 	  	 
	  	75	  	Columbia Crossing	  	8640 Snowden River Pkwy	  	Columbia	  	MD	  	21045	  	410-312-0214	  	410-312-0217	 	Company	  	 	  	 
	 	  	103	  	Fairlakes	  	13056 Fair Lakes Shop Ctr	  	Fairfax	  	VA	  	22033	  	703-502-0334	  	703-502-8934	 	Company	  	 	  	 

  

 Page 2 








 Red Robin Gourmet Burgers 2004 Listing 
  

																							
	 	  	Rest

	  	 Name

	  	 Address

	  	City

	  	 ST

	  	ZIP

	  	Telephone

	  	FAX

	  	 OWNER

	  	NEW
REST.
OPENING

	  	DATE


	 Lankford Cont.
	  	105	  	Oxford Valley	  	510 Middletown Blvd	  	Langhome	  	PA	  	19047	  	215-752-1000	  	215-752-1047	  	Company	  	 	  	 
	 	  	116	  	Potomac Mills	  	14090 Worth Avenue	  	Woodbridge	  	VA	  	22192	  	703-492-6900	  	703-492-6116	  	Company	  	 	  	 
	 	  	144	  	Owings Mills	  	4 Restaurant Park Drive	  	Owings Mills	  	MD	  	21117	  	443-394-0993	  	443-394-6710	  	Company	  	 	  	 
	 	  	153	  	Glen Allen	  	10067 Brock Rd	  	Glen Allen	  	VA	  	23069	  	804-261-2222	  	804-261-2491	  	Company	  	 	  	 
	 	  	156	  	Germantown	  	2001 Century Blvd	  	Germantown	  	MD	  	20874	  	301-528-0085	  	301-528-4096	  	Company	  	 	  	 
	 	  	157	  	Charlottesville	  	1533 Rio Rd East	  	Charlottesville	  	VA	  	22901	  	804-365-9523	  	804-965-1574	  	Company	  	 	  	 
	 	  	099	  	Short Pump	  	11784 W Broad Street	  	Richmond	  	VA	  	23233	  	804-364-6375	  	 	  	Company	  	 	  	 
	 	  	370	  	Clifton	  	265 Route 3	  	Clifton	  	NJ	  	07012	  	 	  	 	  	UBA Enterprises	  	 	  	 
	 	  	656	  	People Plaza	  	2495 Pulaksi Highway	  	Newark	  	DE	  	19702	  	 	  	 	  	Colby Enterprises	  	 	  	 
	 	  	656	  	Hamilton Market Place	  	 	  	Trenton	  	NJ	  	 	  	 	  	 	  	Colby Enterprises	  	*	  	09/20/04
	 	  	NA	  	Randolph	  	 	  	Randolph	  	NJ	  	 	  	 	  	 	  	Colby Enterprises	  	*	  	19/09/04
	 	  	428	  	Chesapeake	  	Chesapeake Square Ring Road	  	Chesapeake	  	VA	  	23321	  	 	  	 	  	Company	  	 	  	07/19/04
	 	  	360	  	Chantilly	  	14450 Chantilly Crossing Land	  	Chantilly	  	VA	  	20151	  	 	  	 	  	Company	  	*	  	07/26/04
	 	  	393	  	Red Mills Commons	  	 	  	Red Mills
Common	  	VA	  	 	  	 	  	 	  	Company	  	*	  	06/23/04
	 	  	120	  	Waldorf	  	11645 Berry Road	  	Waldorf	  	MD	  	 	  	 	  	 	  	Company	  	*	  	08/30/04
	 	  	NA	  	 	  	 	  	Towson	  	MD	  	 	  	 	  	 	  	Company	  	*	  	09/06/04
	 SYSCO Las Vegas 17
 6201 E Centeonial Pkwy
 Las Vegas, NV 69115
 (_23) _3_-992_
	  	148	  	Sahara	  	2575 S Dacatur Blvd	  	Las Vegas	  	NV	  	89102	  	702-364-1858	  	702-367-1941	  	Company	  	 	  	 
	  	152	  	Sunset Galleria	  	1300 W Sunset Rd #2545	  	Henderson	  	NV	  	89014	  	702-547-1777	  	702-547-2253	  	Company	  	 	  	 
	  	094	  	Centaria Ann	  	7860 W Tropical Parkway	  	Las Vegas	  	NV	  	89149	  	702-556-0095	  	702-656-0601	  	Company	  	 	  	 
	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 SYSCO Los Angeles 45
 20701 E. Currier Road
 Walnut, CA 91789
 (909) 595-9595
	  	21	  	Santa Ana	  	1307 W. Sunflower	  	Santa Ana	  	CA	  	92704	  	714-132-1111	  	714-732-0141	  	Company	  	 	  	 
	  	24	  	Galleria	  	1815 Hawthome Blvd	  	Redondo
Beach	  	CA	  	90278	  	310-542-2483	  	310-214-2987	  	Company	  	 	  	 
	  	39	  	Cerritos	  	360 Cerritos	  	Los Cerritos	  	CA	  	90701	  	562-402-7333	  	562-402-7977	  	Company	  	 	  	 
	  	45	  	Orange	  	1500 East Village Way Suite 219	  	Orange	  	CA	  	92865	  	714-974-9888	  	714-974-3719	  	Company	  	 	  	 
	 	  	46	  	San Dimas	  	585 W. Arrow Highway	  	San Dimas	  	CA	  	91773	  	909-592-7009	  	909-592-1568	  	Company	  	 	  	 
	 	  	47	  	Brea	  	1080 Brea Mall	  	Brea	  	CA	  	92621	  	714-529-6766	  	714-529-6574	  	Company	  	 	  	 
	 	  	53	  	Tustin	  	3015 El Camino Real	  	Tustin	  	CA	  	92680	  	714-544-2060	  	714-544-3125	  	Company	  	 	  	 
	 	  	56	  	La Habra	  	1631 W. Imperial Hwy	  	La Habra	  	CA	  	90633	  	582-694-1685	  	562-697-6029	  	Company	  	 	  	 
	 	  	58	  	Stanton	  	12697 Beach Blvd	  	Stanton	  	CA	  	90680	  	714-373-8567	  	714-890-1767	  	Company	  	 	  	 
	 	  	69	  	Irvine Spectrum	  	83 Fortune Drive #201	  	Invine	  	CA	  	92616	  	949-727-0113	  	949-727-0114	  	Company	  	 	  	 
	 	  	71	  	Victorville	  	12409 Mariposa	  	Victorville	  	CA	  	92393	  	760-955-6555	  	760-955-6560	  	Company	  	 	  	 
	 	  	89	  	Corona	  	419 McKinley Street	  	Corona	  	CA	  	92879	  	909-737-1130	  	909-737-7715	  	Company	  	 	  	 
	 	  	146	  	Garden Grove	  	12007 Harbor Blvd	  	Corona	  	CA	  	91719	  	909-737-1130	  	909-737-7715	  	Company	  	 	  	 
	 	  	160	  	West Covina	  	428 Plaza Drive	  	West Covins	  	CA	  	91790	  	626-814-3318	  	626-814-3369	  	Company	  	 	  	 
	 	  	93	  	Chino	  	3903 Grand Ave	  	Chino	  	CA	  	91710	  	909-591-7909	  	909-591-0599	  	Company	  	 	  	 
	 	  	63	  	Fashion Island	  	987 Newport Center Dr	  	Newport
Beach	  	CA	  	92660	  	949-759-0227	  	949-759-0207	  	Company	  	 	  	 
	 	  	420	  	La Mirada	  	14299 Firestone Blvd.	  	La Mirada	  	CA	  	90638	  	714-738-8500	  	714-523-9886	  	La Mirada Restaurant Group	  	 	  	 
	 	  	NA	  	Rancho Cucamonga	  	 	  	Rancho
Cucamonga	  	CA	  	 	  	 	  	 	  	Company	  	*	  	09/20/04
	 	  	NA	  	 	  	 	  	Brentwood	  	CA	  	 	  	 	  	 	  	Company	  	*	  	11/08/04
	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 SYSCO Pegler 81
 1700 Center Park Road
 Lincoln, NE 68512
 (402) 423-1031
	  	88	  	Grayhawk	  	14455 W. Maple Road	  	Omaha	  	NE	  	68116	  	402-493-6223	  	402-493-8253	  	Company	  	 	  	 
	  	91	  	Western Springs	  	2627 S. 180th Street	  	Western
Springs	  	NE	  	68130	  	402-330-0600	  	402-330-0601	  	Company	  	 	  	 
	  	117	  	South Ridge	  	2707 Pine Lake Road	  	Lincoln	  	NE	  	68516	  	402-421-8600	  	402-421-8648	  	Company	  	 	  	 
	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 SYSCO OK 28
 350 West Tecumeh Road
 Norman, OK 73089
 (405) 717-2700
	  	95	  	Riverside	  	9810 S. Delaware Avenue	  	Tulsa	  	OK	  	74137	  	 	  	 	  	Company	  	 	  	 
	  	123	  	Broken Arrow	  	 	  	Broken Arrow	  	OK	  	74012	  	918-254-4756	  	918-254-4767	  	Company	  	 	  	 
	  	392	  	Fayetteville	  	695 West Van Asche Drive	  	Fayetteville	  	AR	  	72703	  	 	  	 	  	Company	  	*	  	06/21/04
	  	NA	  	 	  	 	  	Rogers	  	AR	  	 	  	 	  	 	  	 	  	*	  	09/06/04
	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 

  

 Page 3 








 Red Robin Gourmet Burgers 2004 Listing 
  

																							
	 	  	Rest

	  	 Name

	  	 Address

	  	 City

	  	ST

	  	ZIP

	  	Telephone

	  	FAX

	  	 OWNER

	  	NEW REST.
OPENING

	  	DATE


	 SYSCO Portland 52
 26250 SW Pkwy Center
Drive
 Wilsonville OR 97070
 (503) 682-8700
	  	11	  	 University
	  	3272 Furhman Ave East	  	Seattle	  	WA	  	98102	  	206-323-0918	  	206-325-8208	  	Company	  	 	  	 
	  	12	  	 Northgate
	  	56 Northgate Mall # 430	  	Seattle	  	WA	  	98125	  	206-365-0933	  	206-361-9513	  	Company	  	 	  	 
	  	17	  	 Alderwood
	  	18410 33rd Ace	  	Lynnwood	  	WA	  	98036	  	425-771-6492	  	425-775-0368	  	Company	  	 	  	 
	  	18	  	 Redmond/Overlake
	  	2390 148th Ave NE	  	Redmond	  	WA	  	98052	  	425-641-3810	  	425-643-3726	  	Company	  	 	  	 
	 	  	25	  	 Wehatche
	  	1306 N Miller Avenue	  	Wenatche	  	WA	  	98801	  	509-662-0110	  	509-662-0626	  	Company	  	 	  	 
	 	  	41	  	 Beaverton
	  	4105 SW 117th Ste F	  	Beaverton	  	OR	  	97005	  	503-841-3784	  	503-626-1899	  	Company	  	 	  	 
	 	  	43	  	 Clackamas
	  	12530 SE 93rd St	  	Clackamas	  	OR	  	97015	  	503-659-1048	  	503-659-0994	  	Company	  	 	  	 
	 	  	44	  	 Everett
	  	1305 SE Everett Mall Way	  	Everett	  	WA	  	98208	  	425-355-7330	  	425-355-5899	  	Company	  	 	  	 
	 	  	51	  	 Salem
	  	3760 Center St NE	  	Salem	  	OR	  	97301	  	503-362-9666	  	503-581-5009	  	Company	  	 	  	 
	 	  	55	  	 Eugene
	  	1221 Executive Parkway	  	Eugene	  	OR	  	97401	  	541-484-9518	  	541-484-9588	  	Company	  	 	  	 
	 	  	72	  	 Spokane
	  	9904 N Newport Hwy	  	Spokane	  	WA	  	98216	  	509-457-3382	  	509-467-3426	  	Company	  	 	  	 
	 	  	77	  	 Tigard
	  	10100 SW Washington Sq Rd	  	Tigard	  	OR	  	97223	  	503-624-3955	  	503-639-3135	  	Company	  	 	  	 
	 	  	81	  	 Hillsboro
	  	2405 SE Tualatin Valley	  	Hillsboro	  	OR	  	97123	  	503-648-1515	  	503-_81-0349	  	Company	  	 	  	 
	 	  	83	  	 Bellevue
	  	11021 NE 8th Street	  	Bellevue	  	WA	  	98004	  	425-453-9522	  	425-453-9820	  	Company	  	 	  	 
	 	  	87	  	 Tanasbourne
	  	2660 NW 185th Ave	  	Hillsboro	  	OR	  	97124	  	503-690-9061	  	503-531-9551	  	Company	  	 	  	 
	 	  	92	  	 Lloyd Center
	  	1139 NE Grand Avenue	  	Portland	  	OR	  	97232	  	503-231-9223	  	503-231-9254	  	Company	  	 	  	 
	 	  	100	  	 Pier 55
	  	1101 Alaskan Way	  	Seattle	  	WA	  	98101	  	206-623-1942	  	206-457-7964	  	Company	  	 	  	 
	 	  	108	  	 Issaquah
	  	1085 Lake Drive	  	Issaquah	  	WA	  	98027	  	425-313-0950	  	425-313-0970	  	Company	  	 	  	 
	 	  	133	  	 Woodinville
	  	18029 Garden Way NE	  	Woodinville	  	WA	  	98072	  	425-488-6300	  	425-481-6022	  	Company	  	 	  	 
	 	  	134	  	 Redmond TC
	  	7597 170th Ave NE	  	Redmond	  	WA	  	98052	  	425-895-1870	  	425-376-9665	  	Company	  	 	  	 
	 	  	135	  	 Spokane Valley
	  	14736 E.Indiana Ave.	  	Spokane	  	WA	  	99220	  	509-921-1634	  	509-921-1695	  	Company	  	 	  	 
	 	  	142	  	 Wilsonville
	  	8403 Main Street	  	Wilsonville	  	OR	  	97070	  	503-682-0175	  	503-682-3495	  	Company	  	 	  	 
	 	  	145	  	 Mall 205
	  	9880 SE Washington Street	  	Portland	  	WA	  	97216	  	503-257-2900	  	503-257-2930	  	Company	  	 	  	 
	 	  	147	  	 Factoria
	  	3909 Factoria Blvd SE	  	Bellevue	  	WA	  	98036	  	425-641-3989	  	425-841-3985	  	Company	  	 	  	 
	 	  	151	  	 Spokane
	  	725 W Main	  	Spokane	  	WA	  	99201	  	509-838-5260	  	509-838-5125	  	Company	  	 	  	 
	 	  	230	  	 Yakima
	  	2706 W. Nob Hill Road	  	Yakima	  	WA	  	98932	  	509-575-1575	  	509-575-0993	  	Company	  	 	  	 
	 	  	231	  	 Kennewick
	  	1021 N Columbia Ctr Blvd	  	Kennewick	  	WA	  	99336	  	509-736-6008	  	509-736-6018	  	Company	  	 	  	 
	 	  	351	  	 Gresham
	  	789 NW Division Street	  	Gresham	  	OR	  	97030	  	503-665-3423	  	503-565-8904	  	Company	  	 	  	 
												
	 SYSCO San Antonio 13
 5711 FM 78

San Antonio, TX 78244-1005
 (210) 661-4581
	  	114	  	 Grapevine
	  	1701 William D. Tale Ave	  	Grapevine	  	TX	  	76051	  	617-481-6335	  	817-251-1524	  	2RT, LC	  	 	  	 
	  	502	  	 Hurst
	  	1350 N East Mall Blvd	  	Hurst	  	TX	  	76053	  	617-590-0696	  	817-590-0693	  	2RT, LC	  	 	  	 
	  	504	  	 Houston
	  	7620 Katy Freeway #465	  	Houston	  	TX	  	77024	  	713-476-4096	  	713-956-8454	  	2RT, LC	  	 	  	 
	  	302	  	 Forum
	  	8227 Agora Parkway	  	Selma	  	TX	  	78154	  	210-659-9229	  	210-659-5788	  	Centex	  	 	  	 
	 	  	508	  	 West Chase
	  	10465 Richmond Avenue	  	Houston	  	TX	  	77042	  	713-564-5802	  	 	  	2RT, LC	  	 	  	 
	 	  	632	  	 Cedar Hill
	  	225 N Hwy 67	  	Cedar Hill	  	TX	  	75104	  	494-272-3636	  	 	  	Mandes	  	 	  	 
	 	  	642	  	 Pharr
	  	409 S Jackson Road	  	Pharr	  	TX	  	78577	  	 	  	 	  	Restaurant Robin	  	*	  	03/22/04
	 	  	363	  	 Northwoods
	  	 	  	San Antonia	  	TX	  	 	  	 	  	 	  	Centex	  	*	  	04/26/04
	 	  	NA	  	 Sunset Valley
	  	 	  	Austin	  	TX	  	 	  	 	  	 	  	Centex	  	*	  	06/15/04
	 	  	NA	  	 N Garland
	  	 	  	N Garland	  	TX	  	 	  	 	  	 	  	Mandes	  	*	  	07/19/04
	 	  	NA	  	 McAllen
	  	 	  	McAllen	  	TX	  	 	  	 	  	 	  	Mandes	  	*	  	09/20/04
												
	 SYSCO San Diego 36
 12180 Kirkham
Road
 Poway, CA 92064
 (858) 513-7300
	  	31	  	 Encinitas
	  	294 North El Camino Real	  	Encinitas	  	CA	  	92024	  	760-436-4488	  	760-436-5714	  	Company	  	 	  	 
	  	33	  	 Escondido
	  	200 East Via Rancho Pky	  	Escondido	  	CA	  	92025	  	760-747-7112	  	760-747-0132	  	Company	  	 	  	 
	  	34	  	 San Diego
	  	4573 La Jolla Village Drive G12	  	 San Diego
	  	CA	  	92122	  	858-202-1651	  	858-208-1652	  	Company	  	 	  	 
	  	68	  	 Del Mar
	  	12865 El Camino Real	  	 San Diego
	  	CA	  	92130	  	519-793-0445	  	619-793-7779	  	Company	  	 	  	 
	 	  	65	  	 Moreno Valley
	  	12625 Freederick #M	  	 Moreno Valley
	  	CA	  	92553	  	909-553-7975	  	909-653-6401	  	Company	  	 	  	 
	 	  	158	  	 Temecula
	  	40820 Winchester Rd #1070	  	 Temecula
	  	CA	  	92591	  	909-296-1667	  	909-295-1669	  	Company	  	 	  	 
	 	  	243	  	 La Ouinta
	  	78-722 Highway 11	  	La Ouinta	  	CA	  	92253	  	619-777-1111	  	619-564-1554	  	Top Robin Ventures, Inc.	  	 	  	 
	 	  	NA	  	 Monterey
 Marketplace 
	  	 	  	Rancho Mirage	  	CA	  	 	  	 	  	 	  	Top Robin Ventures, Inc.	  	*	  	06/14/04
												
	 SYSCO St. Louis 64
 3850 Mueller
Rd
 St. Charles MO 63301-8042
 (636) 940-9230
	  	615	  	 Chesterfield Commons
	  	7306 Chesterfield Airport Rd	  	 Chesterfield
	  	MO	  	63005	  	636-733-0065	  	635-535-9908	  	Company	  	 	  	 
	  	61_	  	 Fenton
	  	130 Gravois Bluffs Circle	  	 Fenton
	  	MO	  	63026	  	636-305-9440	  	636-305-0054	  	Company	  	 	  	 
	  	73	  	 Mid Rivers
	  	317 Mid Rivers Mall Drive	  	St. Peters	  	MO	  	63376	  	636-279-6622	  	636-279-6625	  	Company	  	 	  	 
	  	29_	  	 Des Peres
	  	13001 Manchester Road	  	Des Peres	  	MO	  	63131	  	 	  	 	  	Company	  	*	  	10/04/04

  

 Page 4 








 Red Robin Gourmet Burgers 2004 Listing 
  

																							
	 	  	Rest

	  	 Name

	  	 Address

	  	 City

	  	 ST

	  	ZIP

	  	Telephone

	  	FAX

	  	 OWNER

	  	NEW REST.
OPENING

	  	DATE


	 SYSCO Ventura
 3100 Sturgls Road
 Oxnard, CA 93030
 (877) 205-9800
	  	235	  	Calabasas	  	24005 Calabasas Rd	  	Calabasas	  	CA	  	91302	  	818-223-8112	  	818-223-8511	  	Top Robin Ventures, Inc.	  	 	  	 
	  	241	  	Palmdale	  	1233 West Ave,P. #30l	  	Palmdale	  	CA	  	93551	  	805-274-1773	  	850-274-2073	  	Top Robin Ventures, Inc.	  	 	  	 
	  	23_	  	Santa Barbara	  	3825 State Street	  	Santa Barbara	  	CA	  	93105	  	805-687-4000	  	805-682-4586	  	Top Robin Ventures, Inc.	  	 	  	 
	  	247	  	Santa Maria	  	101 Town Center East	  	Santa Maria	  	CA	  	93454	  	805-614-6124	  	805-614-4726	  	Top Robin Ventures, Inc.	  	 	  	 
	 	  	24_	  	Ventura	  	3301-1 East Main Street #1511	  	Ventura	  	CA	  	93003	  	805-842-1959	  	805-642-2975	  	Top Robin Ventures, Inc.	  	 	  	 
	 	  	2__	  	Topanga	  	6600 Topanga Cyn #49H	  	Canoga Park	  	CA	  	91303	  	818-883-1030	  	818-883-0054	  	Top Robin Ventures, Inc.	  	 	  	 
	 	  	242	  	Glendale	  	1187 Glendale Galleria	  	Glendale	  	CA	  	91210	  	818-551-0191	  	818-651-0195	  	Top Robin Ventures, Inc.	  	 	  	 
	 	  	24_	  	Valencia	  	24204 Valencia Blvd #1351	  	Valencia	  	CA	  	91355	  	805-260-2411	  	805-260-2414	  	Top Robin Ventures, Inc.	  	 	  	 
	 	  	NA	  	Santa Clarita	  	24201 W.Valencia Blvd.	  	Santa Clarita	  	CA	  	91355	  	 	  	 	  	 	  	*	  	 

  

 Page 5 








 SCHEDULE 2 
 TO 
 MASTER DISTRIBUTION AGREEMENT 
  
 CUSTOMER MARGIN 
  

									
	 	  	 Product Category

	  	Margin Effective

	 	 	Margin Effective

	 
	 	  	 	  	7/01/04 – 6/30/05

	 	 	7/01/05 – 6/30/07

	 
				
	 1.
	  	 Healthcare
	  	*	**	 	*	**
				
	 2.
	  	 *Dairy Products
	  	*	**	 	*	**
				
	 	  	 Exception: Cheddar Cheese
	  	*	**	 	*	**
				
	 	  	          All other Cheeses
	  	*	**	 	*	**
				
	 3.
	  	 Meats
	  	*	**	 	*	**
				
	 	  	 Exception: Hamburger
	  	*	**	 	*	**
				
	 4.
	  	 Seafood (fresh & frozen)
	  	*	**	 	*	**
				
	 5.
	  	 Poultry (CVP & frozen)
	  	*	**	 	*	**
				
	 6.
	  	 Frozen/Refrigerated Foods
	  	*	**	 	*	**
				
	 	  	 Exception: Fries 30# Case
	  	*	**	 	*	**
				
	 	  	                   36# Case
	  	*	**	 	*	**
				
	 7.
	  	 Canned & Dry
	  	*	**	 	*	**
				
	 	  	 Exception: Coke/Pepsi Products
	  	*	**	 	*	**
				
	 	  	         Dr. Pepper/7-UP
	  	*	**	 	*	**
				
	 8.
	  	 Paper & Disposables
	  	*	**	 	*	**
				
	 9.
	  	 Chemical/Janitorial (supplies & cleaning)
	  	*	**	 	*	**
				
	 	  	 Exception: Ecolab
	  	*	**	 	*	**
				
	 10.
	  	 Supplies & Equipment
	  	*	**	 	*	**
				
	 11.
	  	 Dispenser Beverage
	  	*	**	 	*	**
				
	 12.
	  	 Produce
	  	*	**	 	*	**

  

	*	Exception – The states which are regulated by the State Dairy Commission. The items regulated by the state of California are: Fluid Milk (White and Chocolate), Manufacturing
Cream, Whipping Cream, Buttermilk, Sour Cream and Cottage Cheese. 

  

 17 








 SCHEDULE 3 
 TO 
 MASTER DISTRIBUTION AGREEMENT 
  
 Customer Negotiated Supplier Agreements 
  
 Details and Parameters 
  
 The supplier’s verification and authorization of details noted on the attached form, signed by both customer and supplier, will allow SYSCO to qualify and promptly
implement negotiated programs between the customer and supplier. SYSCO will gladly accept a supplier written contract as authorization, asking only that the pertinent information
detailed on the attached form is included. Please utilize the form as needed to clarify details not specifically addressed in a written contract. 
  

Please return the form along with a copy of the contract by the 10th of the month prior to the effective date of monthly pricing (or 20 days before the customer’s non-standard calendar effective date). After review for completeness, agreement information will be made available to the operating companies. Contracts received by SYSCO after the cut-off date that lack pertinent information as requested on the Customer Negotiated
Supplier Agreement Form, and/or that are without complete SUPC information will not be implemented by SYSCO until one month later. The supplier will have sole responsibility to the customer for any discounts due during the
implementation period. SYSCO operating companies will not perform retro processing procedures for agreements received after the cut off. 
  
 This form can be e-mailed as a Word.doc for convenience in setting up and maintaining negotiated programs between the customer and supplier. 
  

 18 








 SYSCO CORPORATION 
 Customer Negotiated Supplier Agreement Form 
  

			
	 Customer Name
	 	Customer Contact
		
	 Supplier Name
	 	Supplier Contact
		
	 Supplier Contact Phone
	 	Supplier Contact Fax
		
	 Supplier Contact Email Address
	 	 

  
 Customer Eligibility
Definition (Customer and Affiliates) 
  
 Pricing will be extended
only to the customer denoted above unless denoted below. 
  
 Other affiliated
customers to include...
                                        
                                        
                  
  
 Effective Dates (MUST use full calendar months, i.e. 1-31, or customer defined fiscal calendar) 
  

			
	 Begin Date:
	 	End Date:

  
 Agreement Definition for
Customer/Supplier Negotiated Program (please check one) 
  
 Guaranteed: FOB cost              or Delivered cost
             to SYSCO, or Allowance amount per case/lb             . 
  
 SYSCO Operating Company Inclusion 
  
 ALL servicing this customer (YES is required for National Pricing eligibility) (YES
or NO)              
  
 Brand Eligibility Definition 
  

					
	 Manufacturer Brand
	  	 (YES or NO)             
	  	 
	 SYSCO Brand
	  	 (YES or NO)             
	  	Must be verified by SYSCO with customer
prior to implementation.

  
 Item Inclusion and Data
Definition 
  
 For guaranteed cost programs, please define only the net
customer cost to the SYSCO operating companies. This will be the base cost on which the SYSCO contracted customer margin will be applied. (If your contract is FOB, this cost plus freight will be the base cost.) 
  

	 	•	Please refrain from quoting a billback amount. 

  

	 	•	Please refrain from quoting the SYSCO list or bracket price. (Customer contract pricing should not be contingent on SYSCO operating company purchase patterns.)


  

	 	•	Please refrain from calculating end-user invoice price. Margin, fee, and rounding errors may occur. 

  

 19 








 Cost Differential Bill Back Definition 
  
 Submit Bill Back to local broker. (YES or NO)            
(If NO, please complete the following) 
  
 Submit Bill Back to Supplier at ...

  

			
	 Supplier Name
	  	 
	 Address
	  	 
	 City, State, Zip
	  	 
	 Attn:
	  	 

  

			
	 Supplier Authorization by                                
                                        
                                        
           
	 	Date                             
	 Customer Authorization by                                
                                        
                                        
         
	 	Date                             

  

 20 








 Item Inclusion List 
  

			
	 Customer Name
	 	 Supplier Name


  
 Agreement Definition for
Customer/Supplier Negotiated Program (please check one) 
  
 Guaranteed: FOB cost              or Delivered cost
             to SYSCO, or Allowance amount per case/lb             . 
  

													
	SUPC

	 	Manufacturer’s
Product Code

	 	UTC Code

	 	Brand/Label

	 	Pack / Size

	 	Product Description

	 	Customer/Supplier
Negotiated Cost or
Allowance Value to
SYSCO before Margin


	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 

  

 21 








 SCHEDULE 4 
 TO 
 MASTER DISTRIBUTION AGREEMENT 
  
 Customer Representations 
  
 This document was prepared and based on the following customer assumptions. SYSCO reserves the right to modify the agreement in the event these parameters
are not achieved. 
  

			
	 Annual Purchase Volume
	  	$ 115 Million
		
	 Average Order Size
	  	$ 4,400
		
	 Number of Deliveries per week
	  	2.5
		
	 Average Sell Price per Piece
	  	$ 24.50
		
	Percentage of SYSCO Brand Purchases To Total Purchases	  	15%

  
 1. Customer will purchase not less
than eighty percent (80%) of Customer’s purchase requirements for each category of Products. 
  
 2. Customer will pay all amounts due SYSCO within the payment terms set forth in Section 9. 
  

 22 








 SCHEDULE 5 
 TO 
 MASTER DISTRIBUTION AGREEMENT 
  
 Corporate Customer Allowance 
  

Annual Meeting Allowance 
  
 An annual meeting allowance of $150.00 per Red Robin Restaurant per year will be paid to Red Robin’s Corporate Office on an annual basis in February
based on all Red Robin Restaurants that SYSCO is selling at 80% and that has been operational for more than 90 days. 
  
 Operating Company Customer Incentive 
  
 Prompt Payment Incentive 
  
 Each Operating Company will offer an incentive allowance based on early payment of each individual customer invoice as listed below: 
  

			
	 Invoices paid within 21 days
	  	.15%
	 Invoices paid within 14 days
	  	.30%
	 Invoices paid within 9 days
	  	.45%

  
 This incentive will be
calculated on all items with the exception of Ecolab, Pepsi, Coca Cola products and the items that are regulated by the State Dairy Commission as listed in Schedule 2. The monthly CPAS Report and the Early Pay Incentive checks will be sent to the
Red Robin Corporate office for company units and to the franchise office for the franchise units. 
  
 SYSCO Employee 
  
 SYSCO will provide a full time employee at the Red Robin Corporate office in Denver to manage the Red Robin/SYSCO account. 
  

 23